Infinity Agreement definition
Examples of Infinity Agreement in a sentence
The Company covenants that, in the event that the Third Tranche is consummated, the entire $6,000,000 of proceeds raised by the Company in the Third Tranche shall be used to repay and redeem, as applicable, certain of the Company's outstanding convertible notes and Series A Preferred Stock on the terms as set forth in the Infinity Agreement attached hereto as Exhibit B between the Company and the Infinity Funds.
The Infinity Agreement is in full force and effect and has not been materially modified or amended from the form provided to Purchaser as of the date of this Agreement.
Neither Seller nor, to Seller’s knowledge, Infinity nor INK, is in default with respect to any material obligation under the INK Agreement or the Infinity Agreement, as applicable.
During the Royalty Term, Purchaser will also provide written notice to Seller if (x) Purchaser determines that it will decline to use Diligent Efforts to cure any such alleged default or breach that Purchaser does not reasonably dispute in good faith, or (y) Purchaser has failed to cure such undisputed default or breach by the applicable cure period provided under the Infinity Agreement.
Representative is delivering to Owner on the date hereof a true, correct and complete copy of the Infinity Agreement.
Each Party shall share information at the JCC in sufficient detail (i) to enable Verastem to assess Licensee’s compliance with Licensee’s Development and Commercialization obligations hereunder and enable Verastem to comply with Verastem’s obligations pursuant to [* * *] of the Infinity Agreement and (ii) to enable Licensee to comply with its Development and Commercialization obligations hereunder.
Seller has not waived or terminated any of its rights under the Infinity Agreement, and to Seller’s knowledge, no such rights under the Infinity Agreement have otherwise lapsed, expired, or been terminated in a way that would reasonably be expected to materially restrict or limit the rights acquired by Purchaser or Purchaser’s ability to operate the Business after the Closing in substantially the same manner as operated prior to the Closing.
Purchaser shall, either itself or through its Affiliates, licensees (including the Existing Licensees) or sublicensees, comply with the obligations set forth in Section 5.2 of the Infinity Agreement (as in effect on the date hereof) to use Diligent Efforts to Commercialize the IPI-145 Product that receives Marketing Authorization in the Field in the Territory (as those terms are defined in the Infinity Agreement (as in effect on the date hereof)).
Seller’s prior written consent shall be required for any termination (a) by Purchaser of the Infinity Agreement if such termination would adversely affect Seller’s right to receive any Contingent Payments hereunder, or (b) by Purchaser of an Existing License if such termination would materially and adversely affect Seller’s right to receive any Contingent Payments hereunder.
This Agreement and each Infinity Agreement is a legal, valid and binding obligation of Infinity enforceable against Infinity in accordance with its terms.